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CROWN CASTLE INC

For the period ended Jun 30, 2024. Filed Jul 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 30, 2024

CCI$88.60-2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-01.

0001051470-24-000143

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2024-06-30; filed 2024-07-30.

0001051470-24-000186

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 153 previous paragraphs and 175 current paragraphs.

109 unchanged; 38 reworded; 16 added; 6 removed; 0 previous and 12 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

◦In June 2024, we initiated a restructuring plan ("2024 Restructuring Plan," and together with 2023 Restructuring Plan, "Restructuring Plans") as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan.

Current report

◦We expect to incur an additional approximately $70 million of restructuring charges during the second half of 2024, primarily related to the 2024 Restructuring Plan and the resulting office closures. We may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the 2024 Restructuring Plan. Additionally, in connection with the 2024 Restructuring Plan, we expect to realize approximately $60 million in labor and facilities cost savings in 2024, of which $50 million is expected in selling, general and administrative and $10 million in site rental costs of operations. The 2024 cost savings are expected to be partially offset by a $25 million reduction in site rental revenues due to a reduction of 3,000 to 5,000 new revenue-generating small cell nodes in 2024.

Current report

Fiber services and other gross margin was $1 million for the second quarter of 2024 and decreased by $11 million from $12 million during the same period in the prior year primarily as a result of the absence of site abandonment fees associated with the Sprint Cancellations that were received during the second quarter of 2023.

Current report

Fiber operating profit (loss) for the second quarter of 2024 decreased by $149 million, or 34%, from the same period in the prior year as a result of the previously-mentioned decreases in both Fiber site rental gross margin and Fiber services and other gross margin.

Current report

Depreciation, amortization and accretion was $430 million for second quarter of 2024 and decreased by $15 million, or 3%, from the same period in the prior year. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.

Current report

(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $57 million of accelerated prepaid rent amortization associated with the Sprint Cancellations that was recognized in the first six months of 2023 that did not recur in 2024.

Current report

Fiber site rental revenues and Fiber site rental gross margin for the first six months of 2024 were $1.0 billion and $676 million, respectively, and decreased by $155 million and $172 million, respectively, from the same period in the prior year. Both Fiber site rental revenues and Fiber site rental gross margin were predominately impacted by a $150 million reduction in site rental revenues and an absence of $57 million of accelerated prepaid rent amortization, both related to the Sprint Cancellations.

Current report

Fiber services and other gross margin was $3 million for the first six months of 2024 and decreased by $10 million from $13 million during the same period in the prior year primarily as a result of the absence of site abandonment fees associated with the Sprint Cancellations that were received during the first six months of 2023.

Current report

Selling, general and administrative expenses for the first six months of 2024 were $387 million and decreased by $18 million, or 4%, from $405 million during the same period in the prior year. This decrease was primarily related to a decrease in employee-related cost as a result of our aforementioned restructuring activities, which was partially offset by an increase in legal and consulting fees, mostly stemming from our recent proxy contest.

Current report

Towers operating profit (loss) for the first six months of 2024 decreased by $52 million, or 3%, from the same period in the prior year as a result of the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin.

Current report

Fiber operating profit (loss) for the first six months of 2024 decreased by $179 million, or 24%, from the same period in the prior year as a result of the previously-mentioned decrease in both Fiber site rental gross margin and Fiber services and other gross margin.

Current report

Depreciation, amortization and accretion was $869 million for the first six months of 2024 and decreased by $7 million, or 1%, from the same period in the prior year. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.

Current report

Restructuring charges in connection with the Restructuring Plans were $56 million for the first six months of 2024. The charges primarily consisted of $37 million related to cash payments that have been or will be made associated with employee severance and other one-time termination benefits and $8 million of remaining obligations under facility leases payable through 2033. Additionally, non-cash charges of $11 million for accelerated depreciation were also recorded. See note 12 to our condensed consolidated financial statements.

Current report

Net income (loss) was $562 million for the first six months of 2024 compared to $874 million during the first six months of 2023. The decrease was primarily related to the previously-mentioned decrease in Towers and Fiber operating profits and the previously-mentioned increases in restructuring charges and interest expense, and amortization of deferred financing costs.

Current report

Adjusted EBITDA decreased by $250 million, or 11%, from the first six months of 2023 to the first six months of 2024, reflecting the previously-mentioned decreases in Towers and Fiber operating profits.
Removed paragraphs (6)

Previous report

◦The actions announced in July 2023 associated with the Plan and related charges are expected to be substantially completed and recorded by June 30, 2024 while the payments are expected to be completed for the employee headcount reduction and office space consolidation in 2024 and 2032, respectively.

Previous report

◦We expect that our discretionary capital expenditures will increase as we accelerate the pace of small cell deployments.

Previous report

Fiber operating profit (loss) for the first quarter of 2024 decreased by $29 million, or 9%, from the same period in the prior year as a result of the previously-mentioned reduction in site rental revenues related to the Sprint Cancellation payments.

Previous report

Depreciation, amortization and accretion was $439 million for first quarter of 2024 and increased by $8 million, or 2%, from the same period in the prior year. This increase predominately resulted from a corresponding increase in our gross property and equipment due to capital expenditures.
Reworded paragraphs (38)

Previous wording

Our towers have a significant presence in each of the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber assets are located in major metropolitan areas, including a presence within every major U.S. market. Site rental revenues represented 97% of our first quarter 2024 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, 67% and 33% of our first quarter 2024 Fiber site rental revenues related to fiber solutions and small cells, respectively. See note 10 to our condensed consolidated financial statements. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.

Current wording

Our towers have a significant presence in each of the top 100 basic trading areas ("BTAs"), and the majority of our small cells and fiber assets are located in major metropolitan areas, including a presence within every major U.S. market. Site rental revenues represented 97% of our second quarter 2024 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively. Within our Fiber segment, 67% and 33% of our second quarter 2024 Fiber site rental revenues related to fiber solutions and small cells, respectively. See note 10 to our condensed consolidated financial statements. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts.

Previous wording

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services within our Towers segment. See note 12 to our consolidated financial statements for a discussion of the restructuring Plan (as defined below), which included discontinuing installation services as a Towers product offering.

Current wording

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services within our Towers segment.

Previous wording

◦We had discretionary capital expenditures of $298 million for the three months ended March 31, 2024, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

Current wording

◦We had discretionary capital expenditures of $600 million for the six months ended June 30, 2024, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants.

Previous wording

◦We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.

Current wording

◦We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time. See note 12 to our condensed consolidated financial statements for a discussion of the 2024 Restructuring Plan (as defined below), which contemplates, among others, an increase in return thresholds on new growth opportunities and a reduction in projected Fiber capital expenditures for full year 2024.

Previous wording

◦As of March 31, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $38.1 billion of expected future cash inflows.

Current wording

◦As of June 30, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $37.3 billion of expected future cash inflows.

Previous wording

◦For the three months ended March 31, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

Current wording

◦For the six months ended June 30, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

Previous wording

◦For the three months ended March 31, 2024, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin.

Current wording

◦For the six months ended June 30, 2024, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers site rental gross margin.

Previous wording

◦For the three months ended March 31, 2024, sustaining capital expenditures represented approximately 1% of net revenues.

Current wording

◦For the six months ended June 30, 2024, sustaining capital expenditures represented approximately 1% of net revenues.

Previous wording

◦As of March 31, 2024, 90% of our debt had fixed rate coupons.

Current wording

◦As of June 30, 2024, 89% of our debt had fixed rate coupons.

Previous wording

◦Net cash provided by operating activities was $599 million for the three months ended March 31, 2024.

Current wording

◦Net cash provided by operating activities was $1.4 billion for the six months ended June 30, 2024.

Previous wording

◦During the first quarter of 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $688 million.

Current wording

◦During each of the first two quarters of 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $1.4 billion.

Previous wording

◦In July 2023, we initiated a restructuring plan ("Plan") as part of our efforts to reduce costs to better align our operational needs with lower tower activity. The Plan includes reducing the total employee headcount by approximately 15%, discontinuing installation services as a Towers product offering while continuing to offer site development services on our towers, and consolidating office space. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the Plan.

Current wording

◦In July 2023, we initiated a restructuring plan ("2023 Restructuring Plan") as part of our efforts to reduce costs to better align our operational needs with lower tower activity. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Results of Operations" for further discussion of the 2023 Restructuring Plan.

Previous wording

•In December 2023, we announced a strategic and operating review of our Fiber segment which is currently ongoing.

Current wording

•In December 2023, we announced a strategic and operating review of our Fiber segment. While the strategic review remains underway, in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans based on the findings. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Outlook Highlights" for further discussion of the 2024 Restructuring Plan.

Previous wording

◦In 2024, we expect to realize $105 million in labor and facilities cost savings relative to 2023, of which $50 million is expected in selling, general and administrative, $40 million in services and other costs of operations and $15 million in site rental costs of operation. The 2024 costs savings are expect to be partially offset by a $40 million reduction in services and other gross margin due to the discontinuation of installation services.

Current wording

◦In connection with the 2023 Restructuring Plan, we expect to realize $105 million in labor and facilities cost savings in 2024 relative to 2023, of which $50 million is expected in selling, general and administrative, $40 million in services and other costs of operations and $15 million in site rental costs of operation. The 2024 costs savings are expected to be partially offset by a $40 million reduction in services and other gross margin due to the discontinuation of installation services.

Previous wording

Site rental revenues decreased $36 million, or 2%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This decrease was predominately comprised of the factors depicted in the chart below:

Current wording

Site rental revenues decreased $148 million, or 9%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This decrease was predominately comprised of the factors depicted in the chart below:

Previous wording

(c)Represents $48 million of payments associated with Sprint Cancellations received in the first quarter 2023 and not recurring in 2024, which were partially offset by approximately $3 million of payments associated with Sprint Cancellations received in the first quarter 2024.

Current wording

(c)Represents $106 million of payments associated with Sprint Cancellations received in the second quarter 2023 and not recurring in 2024, which were partially offset by approximately $1 million of payments associated with Sprint Cancellations received in the second quarter 2024.

Previous wording

(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits.

Current wording

(d)Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $57 million of accelerated prepaid rent amortization associated with the Sprint Cancellations that was recognized in the first six months of 2023 that did not recur in 2024.

Previous wording

Towers site rental revenues and Towers site rental gross margin for the first quarter of 2024 were $1.1 billion and $829 million, respectively, compared to $1.1 billion and $847 million, respectively, in the same period in the prior year. The decrease of $13 million and $18 million in Towers site rental revenue and Towers site rental gross margin, respectively, was primarily due to a decrease in prepaid rent amortization and revenue increases under contractual cash escalators being substantially offset by a decline in the associated straight-line accounting adjustment.

Current wording

Towers site rental revenues and Towers site rental gross margin for the second quarter of 2024 were $1.1 billion and $819 million, respectively, compared to $1.1 billion and $837 million, respectively, in the same period in the prior year. The decrease of $16 million and $18 million in Towers site rental revenue and Towers site rental gross margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.

Previous wording

Fiber site rental revenues and Fiber site rental gross margin for the first quarter of 2024 were $520 million and $338 million, respectively, and decreased by $23 million and $33 million, respectively, from the same period in the prior year. The decrease in Fiber site rental revenues and Fiber site rental gross margin was predominately impacted by the $44 million reduction in site rental revenues related to the Sprint Cancellation payments, which was partially offset by the increased demand for small cells and fiber.

Current wording

Fiber site rental revenues and Fiber site rental gross margin for the second quarter of 2024 were $516 million and $338 million, respectively, and decreased by $132 million and $139 million, respectively, from the same period in the prior year. The decrease in Fiber site rental revenues and Fiber site rental gross margin was predominately impacted by the $105 million reduction in site rental revenues and the absence of $57 million in accelerated prepaid rent amortization, both related to the Sprint Cancellations, which was partially offset by the increased demand for small cells and fiber.

Previous wording

Towers services and other gross margin was $18 million for the first quarter of 2024 and decreased by $29 million from $47 million during the same period in the prior year, which is a reflection of the lower volume of activity from carriers' network enhancements, the volume and mix of services and other work and the discontinuation of installation services as a Towers product offering. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the Plan, which included discontinuing installation services as a Towers product offering.

Current wording

Towers services and other gross margin was $20 million for the second quarter of 2024 and decreased by $12 million from $32 million during the same period in the prior year, which is a reflection of the lower volume of activity from carriers' network enhancements, the volume and mix of services and other work and the discontinuation of installation services as a Towers product offering. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering.

Previous wording

Selling, general and administrative expenses for the first quarter of 2024 were $183 million and decreased by $12 million, or 6%, from $195 million during the same period in the prior year. This decrease was primarily related to a decrease in employee-related cost as a result of our aforementioned restructuring activities.

Current wording

Selling, general and administrative expenses for the second quarter of 2024 were $204 million and decreased by $6 million, or 3%, from $210 million during the same period in the prior year. This decrease was primarily related to a decrease in employee-related cost as a result of our aforementioned restructuring activities, which was partially offset by an increase in legal and consulting fees, mostly stemming from our recent proxy contest.

Previous wording

Towers operating profit (loss) for the first quarter of 2024 decreased by $37 million, or 4%, from the same period in the prior year as a result of the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin.

Current wording

Towers operating profit (loss) for the second quarter of 2024 decreased by $16 million, or 2%, from the same period in the prior year as a result of the previously-mentioned decreases in both Towers site rental gross margin and Towers services and other gross margin.

Previous wording

Restructuring charges in connection with the Plan were $11 million for the first quarter of 2024. The charges primarily consisted of $7 million of remaining obligations under facility leases. Additionally, non-cash charges of $4 million for accelerated depreciation were also recorded.

Current wording

Restructuring charges in connection with the Restructuring Plans were $45 million for the second quarter of 2024. The charges primarily consisted of $37 million related to cash payments that have been or will be made associated with employee severance and other one-time termination benefits and $1 million of remaining obligations under facility leases. Additionally, non-cash charges of $7 million for accelerated depreciation were also recorded. See note 12 to our condensed consolidated financial statements.

Previous wording

Interest expense and amortization of deferred financing costs, net were $226 million for the first quarter of 2024 and increased by $24 million, or 12%, from $202 million during the same period in the prior year. The increase predominately resulted from an increase in the variable interest rate on our 2016 Term Loan A and outstanding Commercial Paper Notes, as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 4 to our condensed consolidated financial statements for a further discussion of our debt and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

Current wording

Interest expense and amortization of deferred financing costs, net were $230 million for the second quarter of 2024 and increased by $22 million, or 11%, from $208 million during the same period in the prior year. The increase predominately resulted from an increase in the variable interest rate on our 2016 Term Loan A, as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 4 to our condensed consolidated financial statements for a further discussion of our debt and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

Previous wording

The provision for income taxes was $7 million in both the first quarter of 2024 and 2023. For the first quarter 2024 and 2023, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 6 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2023 Form 10-K.

Current wording

The provision for income taxes was $7 million for both the second quarter of 2024 and 2023. For the second quarter 2024 and 2023, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 6 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2023 Form 10-K.

Previous wording

Net income (loss) was $311 million for the first quarter of 2024 compared to $418 million during the first quarter of 2023. The decrease was primarily related to the previously-mentioned decrease in Towers operating profit, reduction in site rental revenues related to the Sprint Cancellation payments, previously-mentioned increases in interest expense, and amortization of deferred financing costs, net and restructuring charges.

Current wording

Net income (loss) was $251 million for the second quarter of 2024 compared to $455 million during the second quarter of 2023. The decrease was primarily related to the previously-mentioned decreases in Towers and Fiber operating profits and the previously-mentioned increases in restructuring charges and interest expense, and amortization of deferred financing costs, net.

Previous wording

Adjusted EBITDA decreased by $68 million, or 6%, from the first quarter of 2023 to the first quarter of 2024, reflecting the previously-mentioned decrease in Towers operating profit and the reduction in site rental revenues related to the Sprint Cancellation payments.

Current wording

Adjusted EBITDA decreased by $182 million, or 15%, from the second quarter of 2023 to the second quarter of 2024, reflecting the previously-mentioned decreases in Towers and Fiber operating profits.

Previous wording

We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. Our historical discretionary investments include (in no particular order): constructing communications infrastructure, acquiring communications infrastructure, acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing communications infrastructure, purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt. We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber. We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program.

Current wording

We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value. Our historical discretionary investments include (in no particular order): constructing communications infrastructure, acquiring communications infrastructure, acquiring land interests (which primarily relate to land assets under towers), improving and structurally enhancing our existing communications infrastructure, purchasing shares of our common stock, and purchasing, repaying, or redeeming our debt. We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber. See note 12 to our condensed consolidated financial statements and"Item 2. MD&A—Outlook Highlights" for a discussion of the 2024 Restructuring Plan, which contemplates, among others, an increase in return thresholds on new growth opportunities and a reduction in projected Fiber segment capital expenditures for full year 2024. We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program.

Previous wording

We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. We target a leverage ratio of approximately five times Adjusted EBITDA, subject to various factors, such as the availability and cost of capital and the potential long-term return on our discretionary investments. We may choose to increase or decrease our leverage from this target for various periods of time. Our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $920 million outstanding as of April 29, 2024 (2) the 3.200% Senior Notes and (3) principal payments on certain outstanding debt. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.

Current wording

We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. We target a leverage ratio of approximately five times Adjusted EBITDA, subject to various factors, such as the availability and cost of capital and the potential long-term return on our discretionary investments. We may choose to increase or decrease our leverage from this target for various periods of time. Our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $1.3 billion outstanding as of July 29, 2024, (2) the 3.200% senior unsecured notes due September 2024 ("3.200% Senior Notes") and (3) principal payments on certain outstanding debt. Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.

Previous wording

•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $2.0 billion (consisting of Commercial Paper Notes, the 3.200% Senior Notes and principal payments on certain outstanding debt), (2) cumulative common stock dividend payments expected to be at least $6.26 per share, or an aggregate amount of approximately $2.7 billion (see"Item 2. MD&A—Highlights of Business Fundamentals and Results") and (3) capital expenditures. We may also purchase shares of our common stock. Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity.

Current wording

•Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM Program. Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $2.3 billion (consisting of Commercial Paper Notes, the 3.200% Senior Notes and principal payments on certain outstanding debt), (2) cumulative common stock dividend payments expected to be at least $6.26 per share, or an aggregate amount of approximately $2.7 billion (see"Item 2. MD&A—Highlights of Business Fundamentals and Results") and (3) capital expenditures. We currently expect to refinance the Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date of May 15, 2025, see "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for further discussion.

Previous wording

Net cash provided by operating activities of $599 million for the first three months of 2024 decreased by $7 million, or 1%, compared to the first three months of 2023, due primarily to the aforementioned decrease in Towers operating profit and the reduction in site rental revenues related to the Sprint Cancellation payments which were mostly offset by a net increase from changes in working capital. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.

Current wording

Net cash provided by operating activities of $1.4 billion for the first six months of 2024 decreased by $358 million, or 21%, compared to the first six months of 2023, due primarily to the aforementioned decrease in Towers operating profit, the reduction in Fiber site rental revenues related to the absence of Sprint Cancellation payments, and a net decrease from changes in working capital. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.

Previous wording

Net cash used for investing activities of $320 million for the first three months of 2024 decreased by $87 million, or 21%, from the first three months of 2023 primarily as a result of a decrease in payments for acquisitions in our Towers segment and a decrease in discretionary capital expenditures in both our Towers and Fiber segments.

Current wording

Net cash used for investing activities of $650 million for the first six months of 2024 decreased by $156 million, or 19%, from the first six months of 2023 primarily as a result of a decrease in payments for acquisitions in our Towers segment and a decrease in discretionary capital expenditures in both our Towers and Fiber segments.

Previous wording

A summary of our capital expenditures for the three months ended March 31, 2024 and 2023 is as follows:

Current wording

A summary of our capital expenditures for the six months ended June 30, 2024 and 2023 is as follows:

Previous wording

(a)Towers segment includes $4 million and $10 million of capital expenditures incurred during the three months ended March 31, 2024 and 2023, respectively, in connection with tenant installations and upgrades on our towers.

Current wording

(a)Towers segment includes $7 million and $20 million of capital expenditures incurred during the six months ended June 30, 2024 and 2023, respectively, in connection with tenant installations and upgrades on our towers.

Previous wording

Discretionary capital expenditures were primarily impacted by the timing of both Towers and Fiber tenant activity during the first three months of 2024 compared to the same period in 2023. See also"Item 2. MD&A—General Overview—Outlook Highlights"for our expectations surrounding 2024 capital expenditures.

Current wording

Discretionary capital expenditures were primarily impacted by the timing of both Towers and Fiber tenant activity during the first six months of 2024 compared to the same period in 2023. See also"Item 2. MD&A—General Overview—Outlook Highlights"for our expectations surrounding 2024 capital expenditures.

Previous wording

Net cash used for financing activities of $261 million for the first three months of 2024 increased by $122 million from the first three months of 2023 as a result of the net impact from our issuances and repayments of debt (including with respect to our 2016 Credit Facility and CP Program). See "Item 2. MD&A—General Overview—Highlights of Business Fundamentals and Results" and notes 4 and 9 to our condensed consolidated financial statements for further information.

Current wording

Net cash used for financing activities of $666 million for the first six months of 2024 increased by $92 million from the first six months of 2023 as a result of the net impact from our issuances and repayments of debt (including with respect to our 2016 Credit Facility and CP Program). See "Item 2. MD&A—General Overview—Highlights of Business Fundamentals and Results" and notes 4 and 9 to our condensed consolidated financial statements for further information.

Previous wording

Commercial Paper Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of April 29, 2024, there was $920 million outstanding under our CP Program. See note 4 to our condensed consolidated financial statements for further information regarding our CP Program.

Current wording

Commercial Paper Program. The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. As of July 29, 2024, there was $1.3 billion outstanding under our CP Program. See note 4 to our condensed consolidated financial statements for further information regarding our CP Program.
Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

Highlights of our results of operations for the six months ended June 30, 2024 and 2023 are depicted below.

Current report — wording carried from elsewhere

(a)See note 10 to our condensed consolidated financial statements and"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures"for further discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit (loss).

Current report — wording carried from elsewhere

(b)See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in"Item 2. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures."

Current report — wording carried from elsewhere

Site rental revenues decreased $184 million, or 5%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This decrease was predominately comprised of the factors depicted in the chart below:

Current report — wording carried from elsewhere

(a)Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP.

Current report — wording carried from elsewhere

(b)Includes $7 million of non-renewals associated with Sprint Cancellations.

Current report — wording carried from elsewhere

(c)Represents $154 million of payments associated with Sprint Cancellations received in the first six months 2023 and not recurring in 2024, which were partially offset by approximately $4 million of payments associated with Sprint Cancellations received in the first six months of 2024.

Current report — wording carried from elsewhere

Towers site rental revenues and Towers site rental gross margin for the first six months of 2024 were $2.1 billion and $1.6 billion, respectively, compared to $2.2 billion and $1.7 billion, respectively, in the same period in the prior year. The decrease of $29 million and $35 million in Towers site rental revenue and Towers site rental gross margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.

Current report — wording carried from elsewhere

Towers services and other gross margin was $38 million for the first six months of 2024 and decreased by $41 million from $79 million during the same period in the prior year, which is a reflection of the lower volume of activity from carriers' network enhancements and the volume and mix of services and other work. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 12 to our condensed consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering.

Current report — wording carried from elsewhere

Interest expense and amortization of deferred financing costs, net were $456 million for the first six months of 2024 and increased by $46 million, or 11%, from $410 million during the same period in the prior year. The increase predominately resulted from an increase in the variable interest rate on our 2016 Term Loan A, as well as an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 4 to our condensed consolidated financial statements for a further discussion of our debt and"Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

Current report — wording carried from elsewhere

The provision for income taxes was $14 million in both the first six months of 2024 and 2023. For both periods, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See note 6 to our condensed consolidated financial statements and also note 9 to our consolidated financial statements in the 2023 Form 10-K.

Current report — wording carried from elsewhere

•We may also purchase shares of our common stock. Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity.